Talk:2012-13 Fundraising Agreement (FR)

Changes Based on French Legal Counsel Review

The following discussion is closed. Please do not modify it. Subsequent comments should be made in a new section. A summary of the conclusions reached follows.

This conversation precedes the final agreement of the document. Please begin new sections for future conversations. Thank you. --Maggie Dennis (WMF) (talk) 18:57, 27 June 2012 (UTC)

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The first round of changes to the WMFR agreement addressed a majority of the modifications requested by French counsel as tempered by Flo (thanks for the annotation of the legal comments, very helpful). In particular, counsel required several sections to be modified to avoid the implication that WMFR is not an independent entity and that WMF was somehow controlling ALL of WMFR fundraising activities. So there is a theme of minor changes throughout to clarify that this agreement relates to fundraising for the "global movement". The "fundraising target" concerns other Chapters have raised were also raised by counsel and Flo. I have further refined the approach in this agreement, however feel we will be able to address it as a group on the call, so leave that as an open item for now. In addition, several changes were made in the section on financial reporting to reflect that WMFR has a board appointed auditor that can not be changed. Finally, unique to WMFR, the section on distribution of funds to WMF, needed to be modified to reflect the realities of French law that specifically limit the amount they can share with the global movement. I have changed as little of that section as possible since most of the language in there is prefaced with the language "Serious consideration". This language gives the Chapters the actual decision making authority as to the actual amount contributed to the global movement, though we all anticipate the maximum that can be contributed will be.

You will notice there is a placeholder at the beginning of the document for a CAP paragraph which will be a preamble drafted by Flo and Chapter counsel for the purpose of further clarifying how this agreement fits within the objectives of the French Chapter. We anticipate receiving this shortly. I will be continuing the edits to reflect Flo's email requests shortly. Kkay (talk) 08:52, 7 June 2012 (UTC)

Thanks Kkay

Some points

"Fundraising target" or "target" is the dollar target set by WMF and the anticipated timeline for the WMF global fundraising effort, the Chapter will also have anticipated target amount.

the last part of the sentence is not very clear to me. What do you mean by " the Chapter will also have anticipated target amount" ? Do you refer to the fact the chapter should have made the effort to think of how much it will be able to fundraise ? (should we not rather think of how much we need rather than how much we can collect ?). Or does that mean that in "fundraising target", there is the global one, plus the one attributed to the chapter ? Anthere (talk)

Flo, I am sorry, you missed the call where we discussed this. We have changed this from the concept of there being a cap or limit on the amount a Chapter can raise. There is an overwhelming desire both at WMF and the Chapters, that we collaborate on the process. Specifically, the concept is that there is a global target set by the board and then collaboration between the Chapters and the fundraising team on the target or goal for each chapter. So think of it as an objective for each Chapter to achieve. The language later in the agreement talks about the parties mutually agreeing to change that if needs be due to circumstances that may arise during the fund raiser. This allows us to adjust for any over or under performance by any party to allow the movement to reach the global target.Kkay (talk) 12:13, 12 June 2012 (UTC)

Run banners and landing pages that are consistent with the brand and values of the Wikimedia movement. Post materials on meta for viewing and comment.

"meta" is a strange reference in a legal agreement. Either mention the url, or refer to a public wiki plateform used for coordination of all partners. Anthere (talk) 22:46, 7 June 2012 (UTC)

I have made a change to the language to address your concern. Kkay (talk) 12:13, 12 June 2012 (UTC)

The parties agree and acknowledge that this agreement is entered into on the assumption that the maximum amount of fundraising revenues collected by a fundraising Chapter will be contributed for future distribution to the global Wikimedia movement. The parties however acknowledge that this assumption is subject to applicable laws and independence principles. As a result, the Chapter will give serious consideration to the transfer the maximum amount permitted under the local laws (50% in this case) of the fundraising revenues received pursuant to this agreement to WMF, for redissemination to the Wikimedia movement as determined and approved by the WMF Board of Trustees.

I am not confortable with this rewriting. There is no such thing as a maximum authorized by law. What matters in large part is that the organization is not perceived as a mere arm set up to collect funds for another foreign organization. Lawyers who advised us seem to say that transferring an amount above a general figure of 50% would certainly BE a serious problem with tax administration, UNLESS Wikimedia Foundation was spending all this money to support France, French, French language and so on. Which is clearly not the case. This does not mean that there would be no problem below 50%, but that sure mean there would be problems above 50%. But there is no law about this. Anthere (talk) 22:57, 7 June 2012 (UTC)

Comply with the determinations of the WMF Board of Trustees, including: Processing payments locally for the global movement only if the WMF Board of Trustees determines by resolution that the Chapter is eligible to participate in the processing of payments locally (subject to the conditions of the resolution and this agreement). At this time, eligible chapters consist of only Wikimedia Deutschland, Wikimedia France, Wikimedia UK, and Wikimedia Switzerland as set out in the WMF Board of Trustee's March 2012 resolution. This list may be modified at the discretion of the WMF Board of Trustees for any subsequent Renewal Periods.

I am still not confortable with this phrasing. Since the term "payment processus" has not been defined in the jargon as I suggested, it implies that Wikimedia is NOT authorized to fundraise locally unless allowed by WMF. This is 1) false and 2) misleading as it would imply we are totally hand-tied with regards to fundraising. Practically speaking, every chapter is allowed to fundraise locally. Wikimedia France just as others. At worse, you may remove us the rights to use the brand, but the organization has the right to collect money locally, whether the WMF board is okay or not okay with this. Sue has made that clear in one of her statements somewhere. What the WMF board allows us to do is to put banners on the pages hosted by Wikimedia France to redirect donors to the association landing page. A processus called in our jargon "payment processing". But there is no chance that an outsider would guess that. What an external reader will read is that the WMF board allows Wikimedia France to fundraise. And this is not reflecting the reality. We need to fix that. My view is that the term "payment processing" is broken anyway :) and we should use plain words in the text to explain what the chapter is exactly allowed to do. Alternatively, we should explain in the definition of terms what "payement processing" is. Anthere (talk) 23:09, 7 June 2012 (UTC)

Dear Flo, I have tried again to further clarify this and specifically stated that nothing will prohibit WMFR from fundraising for other purposes. Here is the revised language: "Accepting donations for the benefit of the global movement via the local Chapter only upon the grant of permission by the WMF Board of Trustees as evidenced in the March 2012 resolution. This permission may be modified at the discretion of the WMF Board of Trustees for any subsequent Renewal Periods. Nothing herein shall restrict the Chapter's ability to raise funds for its own purposes at any time."

I hope that is acceptable. Kkay (talk) 08:58, 13 June 2012 (UTC)

Contributions may be based on best estimates of revenues with subsequent adjustments as accounts are finalized.

so as not to forget it, I still suggest that this sentence be removed. (pending Garfield feedback). Anthere (talk)

I have removed the sentence based upon your comments and Garfield's agreement. Kkay (talk) 08:48, 13 June 2012 (UTC)

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The above discussion is preserved as an archive. Please do not modify it. Subsequent comments should be made in a new section.

Other notes 15th of June

The following discussion is closed. Please do not modify it. Subsequent comments should be made in a new section. A summary of the conclusions reached follows.

This conversation precedes the final agreement of the document. Please begin new sections for future conversations. Thank you. --Maggie Dennis (WMF) (talk) 18:57, 27 June 2012 (UTC)

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2.1: The parties will jointly participate in weekly tests from the week of June 15th, as necessary, until the commencement of the fundraising campaign. This date may vary in Renewal Periods.

The date of June 15th is .... unreasonable (probably still based on the incorrect idea that the fundraiser was starting in october rather than mid november). Could we make it rather make it end of July ? Anthere (talk)

As I understand it, this doesn’t mean you have to begin tests on June 15th 00:00 UTC/CEST/PCT… but rather means there will be no tests before, isn’t it? So it’s perhaps not grave to let it as it. ~ Seb35 [^_^]

We will go in and adjust all dates that state June once we have a better idea on when we will sign. But my guess is July 1 will be the cut off for getting this done and all dates will flow from that. Kkay (talk) 23:02, 18 June 2012 (UTC)

ok

2.7: WMF may make email appeals or offer a premium[4] to donors in its databases. Chapters have the option to opt-out of these offers for their geography. If a Chapter opts-out, WMF will make efforts to exclude donors from that geography within reasonable technical and operational limits.

Wikimedia France would like to request "opt-out" Anthere (talk)

No problem, you will just need to tell Zack (or the fundraising team) when the time comes. Kkay (talk) 23:02, 18 June 2012 (UTC)

ok

Appendix

the deadline still mentionned is 1st of September even though we agreed during our phone conversation that this deadline would be pushed. However the current document does not reflect this change and outline that non respect of this date would automatically terminate this agreement; There is a neeed to reflect changes we agreed upon. I rather like the swiss proposition to which I would however remmove one month to make sure that the date still stay before the start of the fundraiser itself

As stated above, we will change the dates once we have an idea on signing date. But I believe the intention is to push the Sept 1st date out 15 days. Kkay (talk) 23:02, 18 June 2012 (UTC)

ok

I suggest: " Failure to fulfill 2011/12 agreement obligations by September 1, 2012, will terminate this agreement if the Chapter fails to correct such failure within one month following written notice specifying such failure" or something of the sort. Alternatively, push the date to first of october. Anthere (talk)

This date is a firm date based upon the feedback I have from Garfield and Geoff. It is pretty far out and I think WMFR is pretty much in compliance already. Kkay (talk) 23:02, 18 June 2012 (UTC)

ok

7b: Providing a daily report and properly tracking all data regarding the fundraiser as may be requested by WMF. Such reporting and tracking should include the number of donations, the average size of donation, and the origin of the donation (such as banner tracking information, and the number of hits and completions to particular fundraising landing pages).

I think that providing a daily report out of the fundraising drive is just overkill. Could we clarify that the daily report is only during the fundraising drive proper and that the rest of the time, it may be a weekly or monthly (tbd). In June for example, donations are more around 1-5 a day at most. Daily report would not bring much to the table.

I think the intention is that this is applicable only during the fundraiser proper. I will make a change to try and accommodate this. I will include a monthly basis thereafter language. Kkay (talk) 23:02, 18 June 2012 (UTC)

ok

Could it also be clarify that though the unity of differentiation is per day, reports will only be sent on working days ? I really do not think we should aim to have staff work 7 days a week Anthere (talk) 08:12, 15 June 2012 (UTC)

This makes sense. We just need to set expectations. The key is making sure during the heat of the main fundraising time we all share information as realtime as possible. Kkay (talk) 23:02, 18 June 2012 (UTC)

ok

2.2 fundaising process. The parties will jointly decide on the text for banners and fundraising landing pages for the Chapter's geography based upon highest potential revenue, fidelity to the Wikimedia brand and values, applicable legal and regulatory requirements, and other factors that might be mutually agreed upon.

I would also suggest to use the German text for this sentence for more flexibility The parties will run banners and fundraising landing pages based upon highest potential revenue, fidelity to the Wikimedia brand and values, applicable legal and regulatory requirements, and other factors that might be mutually agreed upon. Anthere (talk) 08:37, 15 June 2012 (UTC)

No problem, made the change. Kkay (talk) 23:02, 18 June 2012 (UTC)

ok

3.3.5 Fundraising target.

We already discussed that and I think the phrasing you agreed upon for the swiss chapter is clearer

Communicate the fundraising target to the Chapter, and work with the Chapters to determine their individual targets, by September 1st during each year of the Term.----> Communicate the global fundraising target to the Chapter

I think the language matches. I am not sure specifically what I need to change. If you could send me the language in an email that would be helpful. Kkay (talk) 23:19, 18 June 2012 (UTC)

My bad. I can not seem to find that stuff any more. Not sure what I meant... Anthere (talk)

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The above discussion is preserved as an archive. Please do not modify it. Subsequent comments should be made in a new section.

Minor remarks

The following discussion is closed. Please do not modify it. Subsequent comments should be made in a new section. A summary of the conclusions reached follows.

This conversation precedes the final agreement of the document. Please begin new sections for future conversations. Thank you. --Maggie Dennis (WMF) (talk) 18:57, 27 June 2012 (UTC)

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(I precise I do not have any official position, I’m only interested (and involved) in the fundraising topics, so my viewpoints are only mine and you can completely ignore them if you want.)

I read the agreement and I have the following remarks:

• §Definitions, "Chapter": I wonder if some lengthy definitions could better show the independance between the Chapter and WMF, just an idea, something like: "Chapter" refers to the _organisation recognized as a_ Wikimedia chapter _by the WMF inside the Wikimedia movement_, that is a party in this agreement

I have made some changes to the language defining Chapter. Kkay (talk) 22:52, 20 June 2012 (UTC)

• §Definitions, "Chapter fundraising landing page[s]": I see here the definition mentions the Chapter fundraising landing page[s] are *hosted* by the Chapter, so it’s different than the last year since the corresponding page was hosted on the WMF wiki, this can be read in parallel of §Fundraising process #3 where the "visitors are directed to the Chapter fundraising landing page" (although it is not said if visitors are _directly_ redirected from the banner to the Chapter fundraising landing page or if an intermediairy page on a WMF page can be shown). It’s just a remark/interrogation about the phrasing and what it exactly means operationnally. The last year’s FR agreement was similar, although visitors were redirected to the "Chapter’s donation landing page" (which was not defined :)

I do not think this needs to be addressed (or set in stone) in the Fundraising agreement. It should be worked out by the respective teams based upon what make sense. Kkay (talk) 22:52, 20 June 2012 (UTC)

• §Definitions, "Campaign" or "fundraising campaign": the sentence speaks about "the" period of fundraising… although the previous definition about "banner" speaks about fundraising campaign*s*, so there could be a small inconsistency if there is one or many fundraising campaigns.

I have made the change. thanks!Kkay (talk) 22:52, 20 June 2012 (UTC)

• §WMF obligations 12: "reoccurring" -> reccurring

Done :-) Kkay (talk) 22:52, 20 June 2012 (UTC)

• §Fundraising revenue sharing: "All funds contributed will be for redissemination to the Wikimedia movement"; I wondered what are the "contributed funds", it’s not defined, is it related to the previous sentence speaking about 50% of the funds raised by WMFR for contribution to the movement (or 100% ? bec. "all funds…"). I do not understand.

The understanding of the parties is that the percentage of contribution will be similar to that allocated in 2010/2011 which was approximately 50%. "All funds contributed will be for redissemination to the Wikimedia movement" as determined and approved by the WMF Board of Trustees.

I want to keep the same unless Flo needs a change. Let's see if she has any comments. This concept is a hard one. Kkay (talk) 22:52, 20 June 2012 (UTC)

Errrr. Right. The semantic is getting a bit too complex for I here :) I understand it as the 50% (money contributed to the WMF and to be used for the mouvement). I do not think it requires rephrasing as it is not a very big deal. Anthere (talk) 09:26, 21 June 2012 (UTC)

I hope these few remarks could help to improve this document in order to have a really beautiful agreement :) ~ Seb35 [^_^] 00:22, 17 June 2012 (UTC)

Very helpful! Thank you for taking the time to read it all. Kkay (talk) 22:52, 20 June 2012 (UTC)

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The above discussion is preserved as an archive. Please do not modify it. Subsequent comments should be made in a new section.

Still some more

The following discussion is closed. Please do not modify it. Subsequent comments should be made in a new section. A summary of the conclusions reached follows.

This conversation precedes the final agreement of the document. Please begin new sections for future conversations. Thank you. --Maggie Dennis (WMF) (talk) 18:57, 27 June 2012 (UTC)

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Other remarks collected whilst I looked for feedback and that I actually missed myself

3.2.5.d Posting on the Chapter fundraising landing page the donor privacy policy and adhering to that donor privacy policy, found at <http://wikimediafoundation.org/wiki/Donor_Privacy_Policy>. If the Chapter seeks to deviate from this donor privacy policy, the Chapter will submit a variant for review and approval to WMF, by September 1, 2012. Any changes in future Renewal Periods must be approved by WMF in advance. The Chapter will place a link to this policy, a translation, or an approved variant on the Chapter fundraising landing page. Such policy will permit WMF auditors to access the data, if necessary, under the terms of this Agreement.

what do you mean "Such policy will permit WMF auditors to access the data" ? Who are those auditors ? People selected by WMF to audit us ? WMF audit companies ? I see absolutely not why we would give access to private data of our donors to an external US company. The WMF auditors may want to check possible data breach I imagine. Or may want to know which people have access to private data and ask why they should. Or may want to double check if they signed a confidentiality agreement. Or may want to look at our certificate for technical security. But I really do not see what having access to private confidential data would bring them. And I do not think it is legal for us to accept doing so. I would like to ask you to seriously reconsider this point. Anthere (talk)

In the interests of getting this done and on the understanding that what the auditors have access to will as you state depend upon the nature (and reason) of the audit. It is unlikely this will ever be needed regardless. Kkay (talk) 23:04, 20 June 2012 (UTC)

I did not understand what you meant here. The first sentence has no verb :( Anthere (talk)

3.4 WMF will provide a brief annual summary to document WMF's general uses of the Chapter's contributions. Upon request by the Chapter, WMF will provide a receipt or similar document for any funds transferred from the Chapter to WMF.

this should probably be moved to 3.3 obligation of WMF; Since it is precisely that.... Anthere (talk)

This has been moved. Thanks for the suggestion. Makes sense. Kkay (talk) 23:04, 20 June 2012 (UTC)

3.4 Still about obligations

I got a friendly note that an obligation that could be added to the WMF part would be one related to quality of technical service, maintenance and problem fixing. For example, our tech provider , Typhon, provides us a 99,9% of uptime per year and a warranty of maximum down time of 45 mn. Whilst wikimedia france could have an obligation to make every effort to ensure quality of service, it could equally be an obligation for Wikimedia Foundation to provide quality of technical service.

For example, you are probably aware that redirection of French IP to our landing page has been down from 22 may till 13th of june...due to a broken update of MediaWiki, and this even though contractually the redirection should have been up. Whilst we do not doubt it was an error, it is not so clear whether fixing the problem (in terms of providing the new code, then in terms of publishing the corrected code) was a priority. 3 weeks down time seems to me pretty bad in terms of "quality" of service.

Equally, it seems that only some IP were redirected. Contractually speaking, all French territories were supposed to be in our deal for the now two years. Practically, some areas were simply never turned in.

Wikimedia France would be quite disappointed to put a lot of effort in the fundraiser if it turns out that "redirection to our landing page" does not work because the team on WMF side does not consider it a priority at all. Wikimedia France would be disappointed to put effort in reaching out to whole French territories if it turns out that IP redirection is only partly implemented.

So It would be nice if WMF could at least add to its obligation that it will make every effort so that the redirection would properly work (perhaps mention a maximum time before fixing ?)

One even suggested that the chapter should be able to ask for a verification of the technical service by a mutually agreed auditor.

I have provided an introduction to a resource in fundraising who should be able to assist in providing better communications should there be an outage. We recognise your concern and want to find a practical way in which to deal with it. However, since this issue is one that has little impact to the aggregate fundraising ability of the movement, I do not think it makes sense to include a provision in the agreement and we should focus on a better, more open communication on issue like this that might arise. The most important thing to focus on is whether people can make a donation when they want to, regardless of what entity gets the donation since this is really meant to benefit the global movement. So ensuring the overall stability and ability to make donations is what fundamentally matters. I hope this, plus a resource to assist you will prove to be an acceptable solution. Kkay (talk) 23:10, 21 June 2012 (UTC)

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The above discussion is preserved as an archive. Please do not modify it. Subsequent comments should be made in a new section.